Sky Quarry (SKYQ) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 18, 2026, to vote on two reverse stock splits, a new omnibus incentive plan, and potential adjournment to solicit more proxies.

• Reverse stock splits proposed at ratios between 1-for-2 and 1-for-25, with the Board having discretion on timing and ratio within two years of approval.

• The 2026 Omnibus Incentive Plan aims to enhance the company's ability to attract and retain key personnel with equity-based awards.

• Board recommends approval of all proposals to maintain Nasdaq listing, improve stock liquidity, and support future growth.

Voting matters and shareholder proposals

• Four proposals: two reverse stock splits, approval of the 2026 Omnibus Incentive Plan, and adjournment if more proxies are needed.

• Reverse stock splits are intended to maintain compliance with Nasdaq's $1.00 minimum bid price rule.

• Approval of the second reverse split is contingent on approval of the first.

• Voting standards include both majority of votes cast and majority of outstanding shares.

• Board unanimously recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board has discretion to set reverse split ratios and timing.

• Recent changes in board composition, with new directors appointed in late 2025 and early 2026.

• Board and compensation committee oversee equity plans and executive compensation.